InformationregardingtheCompanyandcorporategovernance
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LISI 2014FINANCIALREPORT
I
121
ARTICLE14–THIRDPARTYPARTICIPATION INBOARDMEETINGS
Invitations
14.1Depending on the issues on the agenda, the Chairman of the
Boardmaydecide, inparticular onaproposal aBoardmember,
to invite any person he/she deems useful, whether or not an
employee of the Company, to present a case or to inform the
preparatorydiscussionsprior to thedeliberations.
Auditors
14.2The statutory auditors are mandatorily invited to all Board
meetings during which are reviewed the annual or interim
financial statements,whether consolidatedornot.
14.3Theauditorsmaybe invited toanyBoardmeeting.
14.4The auditors are convened at the same time as themembers
of the Board, but their notice is sent by registered letter
with acknowledgement of receipt when their participation is
mandatory.
Confidentialityobligation
14.5 In case a third party who is not a member of the Board is
invited at aBoardmeeting or to the preparatorywork for such
ameeting, the Chairman of the Board shall remind him of his
obligations of confidentiality on information gathered at the
Boardmeetingorprior to it.
ARTICLE15–ATTENDANCERECORD–MINUTES
15.1Anattendance record isheldwhich is signedby themembersof
theBoardattending themeetingof theBoard.
15.2The draft of the minutes of the previous deliberations of the
Board are sent or provided to all members of the Board at the
latest togetherwith thenoticeconvening thenextmeeting.
ARTICLE16–DIRECTORS’ FEESPAIDTOMEMBERSOFTHEBOARD
16.1 In accordance with legal and regulatory provisions and the
provisions of the By-laws of the Company, the generalmeeting
may allocate to the members of the Board, as remuneration
for their activity, as attendance fees, an overall annual sum.
This amount is proposedby the CompensationCommittee and
submitted to thegeneralmeetingby theBoard.
16.2An equivalent amount of such attendance fees is set for each
meetingof theboardor committee. Thisamount isallocated to
thedirectorsbasedontheirattendanceatmeetingsoftheboard
or thecommittees towhich theybelong.
TITLEIV–COMMITTEESOFTHEBOARD
ARTICLE17–STANDINGCOMMITTEES
17.1TheBoardofDirectorsestablishes four standingcommittees:
■■
anAuditCommittee;
■■
aCompensationCommittee;
■■
aNominationsCommittee;
■■
aStrategicCommittee.
17.2The Board may, if necessary, subsequently establish other
committees of the Board. In this case, these rules will be
amended inorder to specify the duties, resources, composition
and rulesofoperationof thesenewcommittees.
ARTICLE18–RULESCOMMONTOALLSTANDINGCOMMITTEES
18.1The task of the committee is to provide in-depth analysis and
reflection through thorough discussions of the Board and to
assist in thepreparationofdecisionsof the latter.
The committeeshavenopower of decisionand theopinions, proposals
and recommendations that thecommitteessubmit to theBoardarenot
bindingon it inanyway.
18.2The committeemembersmust be directors and are appointed
personallyby theBoard.
Apermanent representativeof a legal entity that is also adirectormay
be designated as amember of a committee, provided that the change
of thepermanent representative causes immediate lossofmembership
ofacommittee.
18.3Thecommitteemembersmaybe reappointed.
18.4Apersonmaybeamemberof several committees.
18.5Directorswhowouldbe appointed toone ormore committees
shallbeappointed for the termof theirdirectorship.
18.6TheBoardmaydismiss
adnutum
eachmember of a committee,
without theneed to justifysuchdismissal.
18.7The Board shall appoint from among the members of a
committee the person who will serve as chairman of such
committee.
